Chapter One General Principles
Article 1
To strengthen Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company") management of directors and senior management holding and trading the Company's stocks, this system is formulated based on the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Rules for the Management of Shares Held and Changes by Directors and Senior Management of Listed Companies", "Self-Regulatory Guidelines No. 10 for Listed Companies on the Shenzhen Stock Exchange - Share Change Management", "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standard Operations for Growth Enterprise Market Companies", "Securities and Futures Ordinance" (Hong Kong Legislation Chapter 571) (hereinafter referred to as "Securities and Futures Ordinance"), and Appendix C3 of the "Listing Rules of The Stock Exchange of Hong Kong Limited" regarding the "Code of Conduct for Securities Transactions by Directors of Listed Issuers" (hereinafter referred to as "Code of Conduct"), as well as relevant provisions of the Company's Articles of Association (hereinafter referred to as "Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to the management of stock holdings and trading by the Company's directors, senior management, and individuals, legal entities, or other organizations specified in Article 21 of this system. If there are stricter provisions for directors and senior management, or commitments related to holding and trading the Company's stocks that do not violate laws, regulations, and normative documents, those commitments shall be followed. If directors and senior management delegate others to trade stocks, it shall be regarded as their own actions, and they must comply with this system and fulfill relevant inquiry and reporting obligations.
Article 3
The term "senior management" in this system refers to the general manager, deputy general managers, financial director, board secretary, and other senior management recognized by the board of directors. The stocks held by the Company's directors and senior management refer to all company shares registered in their names and held in others' accounts. If directors and senior management engage in margin trading, it also includes shares recorded in their credit accounts. According to the "Securities and Futures Ordinance," in addition to directly held rights and short positions, directors and senior management are also deemed to have rights or derivative rights over shares held by the following persons:
- Their spouses and children under eighteen;
- Corporations they control;
- Trusts where they are (i) trustees (not passive trustees), (ii) beneficiaries, or (iii) founders of discretionary trusts who can influence the trustee's discretionary decisions;
- Persons acting in concert to acquire shares of the listed corporation;
- Other situations as amended from time to time by the "Securities and Futures Ordinance."
Article 4
Before trading the Company's stocks and their derivatives, the Company and its directors and senior management must be aware of the prohibitions against insider trading, market manipulation, and other illegal activities as stipulated in the "Company Law," "Securities Law," and other relevant laws, regulations, and normative documents. Directors, senior management, and shareholders holding more than 5% of the Company's shares are prohibited from engaging in margin trading involving the Company's stocks.
Chapter Two Reporting of Stock Trading Activities
Article 5
Directors and senior management planning to trade the Company's stocks and their derivatives must fill out the "Securities Trading Contact Form" (Attachment 1) and submit the trading plan to the board secretary three trading days before the transaction. Upon receiving the "Securities Trading Contact Form," the board secretary shall check the Company's information disclosure and significant matters and respond before the planned trading time stated in the form. Directors and senior management must not trade the Company's securities without the board secretary's response.